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At least we (finally!) know how much we are talking about with the banks, and in what denomination! $135m has come up before, but if I remember correctly we (or at least me!) didn't conclusively associate that value to what was under negotiation with the union of banks. We also now know their identity. Perhaps some of us knew these things before. Perhaps I did and have forgotten!? LoL. @tomcat probably knew.

Pretty much as you see it @Cause: I think the banks are suspicious of Dev (as revealed by wanting Gross rather than Net), but happy to continue negotiations with KDNC + Indo Sino, as have agreed key points.

I've just taken another read of:

"Letter to shareholders" (24 August 2020)
https://www.rns-pdf.londonstockexchange.com/rns/0072X_1-2020-8-24.pdf

And he makes a bloody good point!

Come on John Gunn, what have you got to say for yourself!?

LoL @Ivy. If the CLN holders are friendlies, which I get the impression they are, then we might want to be using their services for 27% to 49% if we get the opportunity. I would have thought we'd like to keep the relationship friendly - assuming all parties have been reasonable in their dealings with each other to date, under the circumstances! If not, cut and run ASAP! ;-)

@Phimx "So any of the parties have PROBABLY paid less than 0.07." My understanding is that for the purposes of the takeover code the conversion of the convertible loan note was an acquisition of shares and therefore 0.07p would likely form the minimum offer price by team JG. As mentioned earlier, if they are currently below 30% and want to increase to above 30% they will currently have to pay around 0.08p, which obviously could continue to rise as the stakes here escalate, and that would be how much they would have to offer. This might also explain why the BoD are (potentially) withholding good news in an attempt to suppress the share price, until they are ready to exercise the warrants. Who knows!? Perhaps some of the warrant holders are friendlies, meaning they would be willing to sell the shares on the cheap to the concerted parties, allowing them to exceed 30% holding whilst keeping the mandated offer price under control? I'm not sure what the takeover panel would make of that though!?

Pure speculation. Do your own research.

@Ivy. If we (hopefully!) find ourselves in a position where the note holders are comfortable that the share price is sufficiently beyond 12p (well into the 20's, 30's, 40's...) that upon their request to convert it is unlikely the share price would fall back below 12p, then I would fully expect them to convert the remainder of that outstanding unless we have a clause which allows us to redeem rather than convert upon request. I can't remember or don't know if we have such a clause.

@Phimx I think you are missing the point at what I'm getting at. It's complicated for sure. Simply put, we don't know if the concerted parties have less than 30% of INSP. If they dropped below 30% and then rose again, why didn't they make a mandatory cash offer? If they are below 30% now, then at the current price to buy shares they will be paying circa 0.08p and if this takes them over 30% holding with 2,845,211,610 shares in issue:

https://www.inspirit-energy.com/wp-content/uploads/2020/01/AIM-Rule-26-Capital-Structure-2.12.19.pdf

they will be forced to make a cash offer of £1.6m (0.08 * 2,845,211,610 * 70%) to the remaining 70% of holders. If they make this offer then it is immediately obvious to the market that the company is very likely worth significantly more than this and the share price will likely spike. Additionally it's possible that they haven't got the funds available to make the £1.6m offer in the first place, preventing them from increasing above 30%.

The point being that the concerted party may not be able to increase their shareholding, whereas CH can increase his to 30% if he so desires without making a mandatory offer. In fact I suspect if he gets confirmation that the concerted parties are currently below 30% then he'd be comfortable increasing his holding at an ever increasing share price, knowing that if they decide to buy him out he'll make a significant profit as his average should be substantially below whatever the price they paid to take them over 30%. IMHO!

It's confusing, and CH is seeking answers, presumably to inform him of his next steps:

"Letter to shareholders" (24 August 2020)
https://www.rns-pdf.londonstockexchange.com/rns/0072X_1-2020-8-24.pdf
===[
Largest shareholder. Final full conversion of the CLNs has reduced Mr. Gunn’s stated
percentage (direct and indirect) shareholding to 27.4% of the shares currently in issue (i.e.
796,687,374 shares). The current share register however shows a single nominee account
with 32.0% of the shares in issue (929,879,920 shares). Perhaps it is reading too much into an
already complicated history, but I would like to understand whether I am seeking to challenge
a concert party supporting Mr. Gunn, if and when a shareholding went upwards through
29.9% and why a Rule 9 mandatory offer was not triggered. Alternatively, whether I might
find some independent shareholders under this common nominee account to vote with me.
]===

On balance I think it is likely that the concert didn't go below 30%, but as I said earlier this is definitively do your own research territory!

I think the odds of a significantly higher share price than today's, based purely on this technical play are fairly good. And of course if a good news fundamentals RNS lands in the meantime, perhaps addressing some of the points raised by CH then we could be talking double digit mcap...

DYOR!

Ob.

Indeed @oldblue. If what we have got is for real then this share price is laughable. If it's not for real, they'll be wanting to protect their interests. Either way, I see a share price much higher than today's. :-)

Personally I think this share's got multi-bagging technical play written all over it. To get those warrants exercised they'll need volume, and to get volume they'll need news or a heavy buyer. A sniff of who the partners are and we could be off to the races. They've held back the names for a reason, and I'm of the opinion they need news to get the warrants exercised before they expire. Could be a while yet, but with CH on the scene it's in the air, and all to play for! ;-)

Ob.

"I believe it's the highest price paid by those acting in concert" over the last 12 months!

No @oldblue. I just clarified that. I believe it's the highest price paid by those acting in concert, which means if they are buying now to increase their holding to help with any vote, then should they be forced to make a mandatory offer if their total goes over 30%, it will be the highest price paid. But this is definitely don't take my word for it territory! DYOR!

Actually, I think unless that 0.28p was paid by one of the concerted parties it is irrelevant for the purposes we are discussing.

https://uk.practicallaw.thomsonreuters.com/7-107-6806?transitionType=Default&contextData=(sc.Default)&firstPage=true
===[
A bid required to be made under Rule 9 of the City Code on Takeovers and Mergers, broadly where: the bidder and any persons acting in concert acquire shares carrying 30% or more of the voting rights of a target; or if a bidder, together with any concert parties, holding not less than 30% but not more than 50% of the voting rights increases its holding. Rule 9 requires a mandatory offer to be made in cash (or be accompanied by a cash alternative) and at the highest price paid by the bidder or any concert party for any interest in shares of the relevant class during the 12 months prior to the announcement of the offer.
]===

Always DYOR! ;-)

You need to take a read of the rules @Phimx. And please correct me if I am wrong! Interestingly, it looks like someone accidentally paid 0.65p on 05 Dec 2019 - I presume they'll disallow that! ;-)

Not sure about PB. You might have cleared up a misunderstanding on my behalf. It's always bothered me that he didn't appear to buy shares after the announcement in November. And now I realise he may well have done so up to 3%. Point being I hadn't realised he wasn't a PDMR. Thanks for pointing that out - assuming it is true!

Anyway, I don't think you are seeing what I am getting at. Read between the links. If JG and concerted parties go over 30% in an attempt to stage off CH advances before 15 Nov 2019, my understanding is that they will have to make a cash offer of 0.28p to all shareholders.

Check.

Ob.

You might want to determine what the highest price paid in the last 12 months is, might come in useful.

It's an interesting topic @Phimx, years ago I could have had a go at the answer off of the top of my head, but things have moved on since. It's complicated for sure. Best I quote, rather than have a go at explaining! Here take a read of this:

"How are public takeovers conducted and regulated in the UK?" (2018?)
https://www.burges-salmon.com/news-and-insight/publications/guide-to-public-takeovers-in-the-uk/
===[
Under the City Code, share dealings by concert parties are treated effectively as dealings by the bidder itself. As such, concert parties’ holdings will be aggregated with those of the bidder.

Persons acting in concert are defined as persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Certain persons are presumed to be acting in concert (e.g. directors of the bidder, companies in the same group or a party’s financial adviser), unless the contrary is established. The existence or not of a concert party is especially important in determining whether or not the 30% mandatory offer threshold has been breached.
]===

Reading into this a bit more it looks possible under MAR that PDMR's (e.g. the directors) may have been able to accumulate 5,000 euros worth of shares a year and not have to disclose this to the market, assuming their total holding remains below 3%. Interesting.

Worth a skim:

"First FCA fine under the Market Abuse Regulation for PDMR notification failures" (January 8 2020)
https://www.lexology.com/library/detail.aspx?g=6317c851-90a4-4940-b6a4-657735518d09

@Phimx Director dealing have to be declared, even below 3%

Me too! LoL. Seems the market is fighting hard against AIM placing gravity today. For the record, I do not want the share price to go down!